May 10, 2022

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Arthur Tornabene-Zalas

 

  Re: U.S. Gold Corp.
    Registration Statement on Form S-3
    Filed January 28, 2022, as amended May 5, 2022
    File No. 333-262415

 

Dear Mr. Tornabene-Zalas:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, U.S. Gold Corp. hereby requests that the effective date of the above-referenced registration statement be accelerated so that the same will become effective at 4:00 p.m. Eastern Time on Thursday, May 12, 2022, or as soon thereafter as practicable.

 

Please advise Brian Boonstra of Davis Graham & Stubbs LLP at (303) 892-7348 when the order declaring the registration statement effective is signed.

 

  Sincerely,
     
  By: /s/ Eric Alexander
  Name: Eric Alexander
  Title: Chief Financial Officer

 

cc: Brian Boonstra, Esq., Davis Graham & Stubbs LLP